Terms and Conditions

These terms and conditions, the Order Form and any other applicable incorporated documents constitute the entire agreement (“Agreement”) between the parties and supersede any prior and contemporaneous discussions, agreements or representations and warranties regarding the Order. Other terms and conditions Customer incorporates in any purchase order or otherwise are not part of the Agreement and do not apply. Certain capitalised terms are defined in Section 17 (Definitions) and others are defined contextually in the Agreement. These are the terms and conditions on which Data Tech Life Ltd (company number 14629178) (“Fifth Dimension AI”) supplies the Order to the Customer:

1. Overview

Fifth Dimension AI offers Software-as-a-Service (SaaS) for workflow assistance and automation. Customer maintains sole control over the types and content of all Customer Content submitted to the Service.

2.The Service

2.1. Permitted Use

During the Subscription Term, Customer and its End Users may access and use the Service only for its internal business purposes in accordance with the Documentation, the Policies and this Agreement, including any usage limits in an Order.

2.2. End Users

Only Customer employees and End Users may access or use the Service. Customers and its employees, contractors and agents must keep their login credentials confidential and not share them with anyone else. Customer is responsible for its End Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by Fifth Dimension AI’s breach of this Agreement). Fifth Dimension AI uses Customer and End User personal data as described in its Privacy Policy.

2.3. Administrators

Customer may designate certain employees, consultants, contractors or agents as administrators with control over Customer’s Service account, including management of End Users and Customer Content, as described in the Documentation. Customer is fully responsible for its choice of administrators and any actions they take.

2.4. Customer Affiliates

Customer’s Affiliates may use the Service according to this Agreement and any Order Form. Customer and each of its Affiliates will be jointly and severally liable for the acts and omissions of such Affiliates and their End Users in connection with this Agreement and such Affiliates’ use or their End Users’ use, of the Service. Only Customer may bring any claim against Fifth Dimension AI on behalf of its Affiliates.

2.5. Restrictions

Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party (except to make the Service available to End Users in connection with the use of each Customer Application), (b) use the Service to develop a similar or competing product or service, (c) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorised data from the Service, except to the extent expressly permitted by Law (and then only with prior notice to Fifth Dimension AI), (d) modify or create derivative works of the Service or copy any element of the Service (other than authorised copies of the Software), (e) remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (f) publish benchmarks or performance information about the Service, (g) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service, (h) transmit any viruses or other harmful materials to the Service, (i) engage in any fraudulent, misleading, illegal or unethical activities related to the Service or (j) use the Service to store or transmit material which contains illegal content.

3. SLA and Support

During the Subscription Term, Fifth Dimension AI will provide the Service in accordance with the SLA.

4. Customer Content

4.1. Data Use

Customer grants Fifth Dimension AI the non-exclusive, worldwide right to use, copy, store, and  transmit. Customer Content and to modify and create derivative works of Customer Content (for reformatting or other technical purposes), but only as necessary to provide the Service and Support to Customer under this Agreement. As between the parties, the  Customer shall own all rights, title and interest in the Customer Content.  Fifth Dimension AI shall own all rights, title and interest in and to (a) the  Services and all improvements, enhancements or modifications thereto, (b) any  software applications, inventions or other technology developed in connection  with Services or support, and (c) all intellectual property rights related to  any of the foregoing. Subject always to the other provisions of the Agreement,  Fifth Dimension AI shall have the right to collect and analyse data and other  information relating to the provision, use and performance of various aspects  of the Services and related systems and technologies, and Fifth Dimension AI  will be free (during and after the Term), to (i) use such information and data  to improve and enhance the Services and for other development, diagnostic and  corrective purposes in connection with the Services, and (ii) use such  Customer Content solely in aggregate or other de-identified form (not capable  of identifying any individual) for other internal business and product  development purposes.      

4.2. Security

Fifth Dimension AI uses reasonable technical and organizational measures designed to protect the Service and Customer Content as described in the Security Standards.

4.3. Personal Data

Each party agrees to comply with the DPA. To the extent Customer Content includes personal data, Fifth Dimension AI represents and warrants to only process such data pursuant to Customer’s requests or as otherwise set forth in the DPA.

4.4. Data Export

During the Subscription Term or within 30 days thereafter, Customer may export its Customer Content from the Service using the export features described in the Documentation. After this export period, Fifth Dimension AI may delete Customer Content in accordance with its standard schedule and procedures. If Customer elects to proactively delete its account at any time, all associated Customer Content will be deleted permanently and cannot be retrieved.

5. Customer Obligations

5.1. Generally

Customer is responsible for its Customer Content,  including its content and accuracy, and agrees to comply with Laws in using  the Service. Customer represents and warrants that it has made all disclosures  and has all rights, consents and permissions necessary to use its Customer  Content with the Service and grant Fifth Dimension AI the rights in Section  4.1 (Data Use), all without violating or infringing Laws, third-party rights  (including intellectual property, publicity or privacy rights) or any terms or  privacy policies that apply to the Customer Content. Customer  acknowledges that access to and use of the Services are subject to a fair use   limitation (“Fair Use”) and Fifth Dimension AI reserves the right to monitor   and review usage patterns and may, at its sole discretion, limit or restrict   access to the Services in cases of what Fifth Dimension AI deems excessive   based on the number of permitted users indicated in an Order Form.

5.2. Prohibited Uses

Customer and End Users must not use the Service with Prohibited Data.       Notwithstanding anything else in this Agreement, Fifth Dimension AI has no liability for Prohibited Data.

6. Suspension of Service

Fifth Dimension AI may suspend Customer or an End User’s access to and use of the Service and related services if Customer or End User breaches Section 2.5 (Restrictions) or Section 5 (Customer Obligations), if Customer’s account is 30 days or more overdue or if Customer’s or End User’s actions risk harm to other customers or the security, availability or integrity of the Service. Fifth Dimension AI will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Fifth Dimension AI will promptly restore Customer’s or End User’s access to the Service in accordance with this Agreement.

7. Third-Party Applications

Use of a Customer Application or any web-based, offline, mobile or other software application that is provided by a third party that is integrated with the service (in this section, defined collectively as “Third Party Applications”) is subject to Customer’s or End User’s agreement with the relevant provider and not this Agreement. Fifth Dimension AI does not control and has no liability for Third-Party Applications, including their security, functionality, operation, availability or interoperability or how the Third-Party Applications or their providers use Customer Content. If Customer enables a Third-Party Application with the Service, Fifth Dimension AI may access and exchange Customer Content with the Third-Party Application on Customer’s behalf.

8. Commercial Terms

8.1. Subscription Term

Unless otherwise specified in the applicable Order Form, each Subscription Term will renew for additional terms equal to the expiring Subscription Term, unless either party gives the other party notice of non-renewal at least 90 days before the current Subscription Term ends.

8.2. Fees and Taxes

Fees are as described in each Order Form and, except as otherwise specifically provided in this Agreement, are non-cancellable and non-refundable. Fees are invoiced on the schedule in the Order Form and will be sent by email to the email address(es) designated by Customer in their account. Unless the Order Form provides otherwise, all fees and expenses are due within 30 days of the invoice date. Fees are payable in GBP. Fees for renewal Subscription Terms are at Fifth Dimension AI’s then-current rates, regardless of any discounted pricing in a prior Order. Fifth Dimension AI may increase Fees for the Service at the expiration of the then-current Subscription Term upon 30 days’ prior written notice to the Customer and not more than once in each 12 month period. Fee increases shall be measured against Fifth Dimension AI’s then-current list prices, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less, plus  Fifth Dimension AI may charge Customer for all reasonable expenses of  collection provided that it has notified Customer of the non-payment and given  Customer a reasonable opportunity to remedy the issue. All fees and expenses are non-refundable except as set out in Section 9.2 (Warranty Remedy), Section 13.4 (Mitigation and Exceptions) and the SLA. Customer is responsible for any sales, use, goods and services, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Fifth Dimension AI’s income tax. Fees and expenses are exclusive of Taxes.

8.3. Payment Disputes

Customer will notify Fifth Dimension AI in writing within 30 days of the invoice date of any Fees that it wishes to dispute. Customer may withhold disputed Fees until the dispute is resolved. When disputing any Fees, Customer must act reasonably and in good faith and will cooperate diligently with Fifth Dimension AI to resolve the dispute. Fifth Dimension AI will not charge a late fee or suspend provision of the Service for unpaid Fees that are in dispute, unless Customer fails to cooperate diligently with Fifth Dimension AI or Fifth Dimension AI determines the dispute is not reasonable or brought in good faith.

9. Warranties and Disclaimers

9.1. Limited Warranty

Fifth Dimension AI warrants to Customer that: (a) the Service will perform materially as described in the Documentation and Fifth Dimension AI will not materially decrease the overall functionality of the Service during a Subscription Term (the “Performance Warranty”).

9.2. Warranty Remedy

If Fifth Dimension AI breaches the Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then Fifth Dimension AI will use reasonable efforts to correct the non-conformity. If Fifth Dimension AI cannot do so within 60 days of Customer’s warranty claim, either party may terminate the affected Order Form as relates to the non-conforming Service. Fifth Dimension AI will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) . These procedures are Customer’s exclusive remedy and Fifth Dimension AI’s entire liability for breach of the warranties in Section 9.1. These warranties do not apply to (a) issues caused by misuse or unauthorised modifications, (b) issues in or caused by Customer Applications or other third-party systems or (c) Trials and Betas or other free or evaluation use.

9.3. Disclaimers

Except as expressly provided in Section 10.1 (Limited Warranty), the Service, Support and all related Fifth Dimension AI services are provided “AS IS”. Fifth Dimension AI and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting its express obligations in Section 3 (SLA and Support), Fifth Dimension AI does not warrant that Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, operate in combination with third-party services used by Customer or maintain Customer Content without loss. Nothing in the Services is intended as  advice. Fifth Dimension AI is not providing financial, legal, compliance of  other professional advice by allowing the Customer to access the information  and data contained in the Services. Fifth Dimension AI does not guarantee the  adequacy, veracity, accuracy, timeliness or completeness of Fifth Dimension  AI’s information or any component thereof. Accordingly, any decisions made in  reliance on the information contained in any of the Services or any  interpretations of the data are the Customer’s own for which they have full  responsibility. The Customer should not rely on any rating or other opinion  contained in the Services in making any investment or other decision. While  Fifth Dimension AI strives to offer accurate and effective Services, Fifth  Dimension AI may produce information that is incorrect, misleading, or not  based on factual data (“Hallucinations”). Fifth Dimension AI is not  responsible for any decisions made or actions taken based on such  Hallucinations. Users should exercise their own judgment and validate  information through other means before taking any actions or decisions based  on information generated by the Services. Fifth Dimension AI may produce Fifth Dimension AI is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Fifth Dimension AI’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

10. Term and Termination

10.1. Term

Each Order Form starts on the Services Effective Date and continues until the expiration or termination of the Order Form.

10.2. Termination

Either party may terminate an Order Form if the other party (a) fails to cure a material breach of the Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates for cause as per this section, Fifth Dimension AI will refund Customer a pro-rata portion of any prepaid fees that cover the remainder of the applicable Subscription Term after the effective date of termination.

10.3. Effect of Termination

Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service and Technical Services will cease, other than limited use of the Service to export Customer Content as described in Section 4.4 (Data Export). At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Content, which is addressed in Section 4.4). Customer Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

10.4. Survival

These Sections survive expiration or termination of this Agreement: 2.8 (Restrictions), 4.4 (Data Export), 5 (Customer Obligations), 8.2 (Fees and Taxes), 9.3 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Ownership), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 16 (General Terms) and 17 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

11. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Fifth Dimension AI’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in the Customer Applications and Customer Content provided to Fifth Dimension AI. Except for Customer’s use rights in this Agreement, Fifth Dimension AI and its licensors retain all intellectual property and other rights in the Service, the Software and related Fifth Dimension AI technology, templates, formats and dashboards, including any modifications or improvements to these items made by Fifth Dimension AI. Fifth Dimension AI may generate and use Usage Data to operate, improve, analyse and support the Service and for other lawful business purposes. If Customer or End Users provide Fifth Dimension AI with feedback or suggestions regarding the Service or other Fifth Dimension AI offerings, Fifth Dimension AI may use the feedback or suggestions without restriction or obligation.

12. Limitations of Liability

12.1. Consequential Damages Waiver

The disclaimer in this Section 12.1 (Consequential Damages Waiver) will not apply to the extent prohibited by Laws. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, revenues, goodwill, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

12.2. Liability Cap

Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed the aggregate of the amounts paid or payable by Customer to Fifth Dimension AI during the prior 12 months under this Agreement.

12.3. Excluded Claims

“Excluded Claims” means: (a) Customer’s breach of Sections 2.8 (Restrictions) or 5 (Customer Obligations), (b) either party’s breach of Section 14 (Confidentiality) (but excluding claims relating to Customer Content), (c) amounts payable to third parties under the indemnifying party’s obligations in Section 13 (Indemnification), (d) either party’s willful misconduct or (e) Fifth Dimension AI’s performance of the Service that results in death, personal injury or damage to tangible property.

12.4. Nature of Claims and Failure of Essential Purpose

The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

13. Indemnification

13.1. Indemnification by Fifth Dimension AI

Fifth Dimension AI will defend Customer from and against any third-party claim to the extent alleging that the Service, when used by Customer as authorised in this Agreement, infringes a third party’s patent, copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Fifth Dimension AI resulting from the claim.

13.2. Indemnification by Customer

Customer will defend Fifth Dimension AI from and against any third-party claim to the extent resulting from Customer Content or Customer’s breach or alleged breach of Section 5 (Customer Obligations), and will indemnify and hold harmless Fifth Dimension AI against any damages or costs awarded against Fifth Dimension AI (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

13.3. Procedures

The indemnifying party’s obligations in this Section 13 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Fifth Dimension AI is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

13.4. Mitigation and Exceptions

In response to an actual or potential infringement claim, if required by settlement or injunction or as Fifth Dimension AI determines necessary to avoid material liability, Fifth Dimension AI may at its option: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Fifth Dimension AI’s obligations in this Section 13 do not apply (1) to the extent infringement results from Customer’s modification of the Service or use of the Service in combination with items not specified in the Documentation or provided by Fifth Dimension AI (including Customer Applications), (2) to infringement resulting from Software other than the most recent release provided by Fifth Dimension AI, (3) to unauthorised use of the Service, (4) if Customer settles or makes any admissions about a claim without Fifth Dimension AI’s prior consent, (5) if Customer continues to use the Service (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement or (6) to Trials and Betas or other free or evaluation. This Section 13 sets out Customer’s exclusive remedy and Fifth Dimension AI’s entire liability regarding infringement of third-party intellectual property rights.

14. Confidentiality

14.1. Definition

“Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Fifth Dimension AI’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service and the Software. Customer’s Confidential Information includes Customer Content and Customer Applications.

14.2. Obligations

As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Fifth Dimension AI, the subcontractors referenced in Section 18.9), provided it remains responsible for their compliance with this Section 14 and they are bound to confidentiality obligations no less protective than this Section 14.

14.3. Exclusions

These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.

14.4. Remedies

Unauthorised use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Agreement without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise..

14.5. Required Disclosures

Nothing  in this Agreement prohibits either party from making disclosures, including of  Customer Content and other Confidential Information, if required by Law,  subpoena or court order, provided (if permitted by Law) it notifies the other  party in advance and cooperates in any effort to obtain confidential treatment  and takes commercially reasonable and lawful actions to avoid or minimise the  extent of, and to obtain confidential treatment for, any such disclosure.      

15. General Terms

15.1. Publicity

Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Fifth Dimension AI may include Customer and its trademarks in Fifth Dimension AI’s customer lists and promotional materials but will cease this use at Customer’s written request.

15.2. Assignment

Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

15.3. Governing Law and Jurisdiction

This Agreement is governed by and construed with the laws of England and Wales without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising out of or related to this Agreement.

15.4. Notices

Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses on the Order Form and will be deemed given: (a) upon receipt if by hand or confirmed electronic transmission, (b) upon receipt if by certified or registered mail (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. Either party may update its address with notice to the other party. All notices to Fifth Dimension AI must include a copy emailed to [INSERT]. Fifth Dimension AI may also send operational notices to Customer by email or through the Service.

15.5. Entire Agreement

This Agreement (which includes all Order Forms, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

15.6. Amendments

Any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorised representatives or, as appropriate, agreed through electronic means provided by Fifth Dimension AI. Nonetheless, with notice to Customer, Fifth Dimension AI may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Fifth Dimension AI’s overall obligations during a Subscription Term. The terms in any past, contemporaneous or future Customer purchase order, business form or vendor management portal will not amend or modify this Agreement and are expressly rejected by Fifth Dimension AI; any of these documents are for administrative purposes only and have no legal effect.

15.7. Waivers and Severability

Waivers must be signed by the waiving party’s authorised representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

15.8. Force Majeure

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

15.9. Subcontractors

Fifth Dimension AI may use subcontractors and permit them to exercise Fifth Dimension AI’s rights, but Fifth Dimension AI remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

15.10. Independent Contractors

The parties are independent contractors, not agents, partners or joint venturers.

15.11. Anti-Corruption and International Trade Laws

Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States, and (b) represents that it has not made, offered, promised to make, or authorised any payment or anything of value in violation of Anti-Corruption and Trade Laws. Customer will promptly notify Fifth Dimension AI in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by Fifth Dimension AI. Fifth Dimension AI represents that it has obtained, and warrants that it will continue to obtain, all licenses or other authorisations required to export, re-export, or transfer the Service. Each party represents that it (and in Customer’s case, also its End Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). Customer will immediately (a) discontinue use of the Service if it is placed on any Sanctions List and (b) remove End Users’ access to the Services if End Users become placed on any Sanctions List. Customer represents that it has not, and warrants that it will not, export, re-export, or transfer the Service to an entity on any Sanctions List without prior authorisation from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 16.11.

15.12. Open Source

The Software may incorporate third-party open source software (“OSS”), as listed in the Documentation or by Fifth Dimension AI upon request. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

15.13. Insurance

During the Subscription Term, Fifth Dimension AI will carry industry standard commercial insurance.

16. Definitions

“Acceptable Use Policy” means certain terms relating to the use of the Service, the current version of which is here.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Customer Application” means any software application or service that Customer makes available to its End Users (as defined below) that interfaces with the Service

“Customer Content” means any data, content or materials that Customer (including its End Users) creates within or submits to the Service, including from Customer Applications.

“DPA” means the Data Processing Addendum between the parties.

“Documentation” means Fifth Dimension AI’s usage guidelines for the Service, the current version of which is here: www.datatechlife.com/platformguidelines.

“End User” means any individual that Customer or its Affiliate permits or invites to use the Service, including users of each Customer Application.

“Fees” means the fees applicable to Customer’s use of the Service as set out in the Order Form.

“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

“Order Form” means an order for access to the Service, Support or related services that is executed by the parties and references this Agreement.

“Policies” means the Privacy Policy, Acceptable Use Policy, Security Standard, and SLA.

“Privacy Policy” means the Privacy Policy, the current version of which is here.

“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation and/or                                or (     b) any medical data, financial data, data about minors or other sensitive personal data protected under foreign or domestic Laws.

“Security Standard” means the Fifth Dimension AI Security Standard at Schedule 2

“Service” means Fifth Dimension AI’s proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Service includes the Software and Documentation.

“SLA” means the Fifth Dimension AI Service Level Agreement at Schedule 1.

“Software” means any Fifth Dimension AI client software, API, scripts, apps or other code provided to Customer by Fifth Dimension AI for use with the Service.

“Subscription Term” means the term for Customer’s use of the Service as identified in an Order.

“Support” means support for the Service as described in the SLA.

“Usage Data” means any data that is derived from the use of the Service that does not directly or indirectly identify Customer, End User, or any natural person and includes (a) data such as volumes, frequencies, bounce rates, and Service performance data and (b) subject to any restrictions under applicable law or regulation, data that is anonymised, de-identified, and/or aggregated such that it could no longer directly or indirectly identify  any natural person.